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These Terms of Service – General Terms constitute the general terms of the Influencer Terms of Service Form (the “Form”) accepted by the Influencer/Agency on the Agreement Date and together with the Form constitute the agreement between the Influencer/Agency (as indicated on the Form).

1. Interpretation

1.1 Unless otherwise defined, capitalised words used in these Terms of Service shall have the meanings ascribed to them in the Form.

1.2 In these Terms of Service, the following terms shall have the meanings ascribed to them in these Terms unless inconsistent with the context:

“Affiliate” means, with respect to an entity, any entity that controls, is controlled by or is under common control with such entity, where “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management, operating policies or assets of such entity, whether through ownership of more than 50% of its voting power or equity securities or assets, or by contract, management agreement, voting trust or otherwise; provided that the term “Affiliate” shall include any variable interest entity, whether or not any variable interest entity may be consolidated with such entity under generally accepted accounting principles;

“Applicable Laws” means, with respect to any Person, any and all: (a) laws, ordinances or regulations, (b) codes, standards, rules, requirements, orders and guidelines issued under any laws, ordinances or regulations, (c) the rules of any securities exchange or equivalent body; (d) applicable data protection laws; and (e) any and all judgments, orders, writs, instructions, authorizations, rulings, determinations, injunctions, decrees, assessments, settlement agreements or awards of any governmental authority, in each case applicable to such person or its business or property;

“Business Day” means any day other than a Saturday, Sunday or public holiday in Singapore;

“Commercially Reasonable Endeavors” means taking such steps and acting in the manner that a well-managed company would take, namely acting in a firm, prudent and reasonable manner to achieve a particular result in its own interest;

“Confidential Information” means all confidential, non-public information and data of whatever nature and in whatever form (whether written, visual, electronic or oral) received by the Receiving Party and its Representatives from the Disclosing Party and its Representatives pursuant to these Terms of Service (whether on or before the date of the Agreement), including but not limited to: (a) information relating to the business and business strategy, markets, customers, products (including new products and new product plans, and marketing plans and materials), pricing and cost information, condition (financial or otherwise), operations, assets, liabilities, operating results, cash flows and prospects, or employees, officers, contractors and agents of the Disclosing Party and its Affiliates, including but not limited to technical, commercial, financial, accounting, legal and administrative information; (b) the existence and terms of these Terms of Service (including any fees payable to the Influencer/Agency and the business details set out in the form) and the Disclosing Party’s position in any dispute relating to these Terms of Service; and (c) any copies of the Confidential Information and all information created or derived by or on behalf of the Receiving Party based on the Confidential Information, but Confidential Information does not include information that: (i) was already in the possession of the Receiving Party or its Representatives at the time of disclosure by the Disclosing Party or its Representatives; (ii) is or becomes part of the public knowledge other than as a result of any act or omission by or on behalf of the Receiving Party or its Representatives in breach of the confidentiality provisions of these Terms of Service; (iii) was obtained by or on behalf of the Receiving Party from a third party who did not obtain such information directly or indirectly from the Disclosing Party subject to any confidentiality obligations; or (iv) was independently developed by or on behalf of the Receiving Party without the use of or reference to the Disclosing Party’s Confidential Information.

“Bankruptcy Event” means any of the following events with respect to a particular Person: (i) a receiver or similar official is appointed over all or substantially all of the assets or business of such Person; (ii) (i) pass a winding-up resolution (other than a winding-up for the purpose of any solvent amalgamation or reconstruction) or a court makes an order for such winding-up or an administration order (or any equivalent order in any jurisdiction); (iii) enter into any composition or arrangement with its creditors (other than in relation to a solvent reconstruction); (iv) cease to carry on business; (v) become unable to pay its debts as they fall due in the ordinary course of business; or (vi) cause or become subject to any event relating to it which, under applicable law, has a similar effect to any of the events set out in subparagraphs (i)-(v) above;

“Influencer Content” means all content created and provided by an Influencer under these Terms of Service, including, without limitation, all intellectual property rights owned by the Influencer, such as text, images, photographs, illustrations, drawings, animations, songs, audio, video and any other works created by the Influencer under these Terms of Service;

“Personal Rights” means all rights that protect the Influencer’s name, pseudonym, voice, portrait, image, likeness, biography, character, personality and all other aspects of its publicity, privacy or personality rights under applicable law.

“Intellectual Property Rights” means all copyrights, patents, utility innovations, trademarks and service marks, geographical indications, domain names, layout rights, registered designs, design rights, database rights, trade or business names, rights to protect trade secrets and confidential information, rights to protect goodwill and reputation, and all other similar or corresponding proprietary rights and all applications therefor, whether now existing or created in the future anywhere in the world, whether registered or not, and all benefits, privileges, rights to sue, recover damages and obtain relief or other remedies for any past, present or future infringement, misappropriation or breach of any of the foregoing rights; and

“Representatives” means the Affiliates of a Party (if applicable), and the respective officers, directors, employees, consultants, agents and subcontractors of that Party and its Affiliates.

2. Term

2.1 These Terms of Service apply to the Influencer/Agency as of the Agreement Date (as specified in the Table) and, unless terminated earlier in accordance with the terms of these Terms of Service, will continue in force for the Initial Term (as specified in the Table). Upon expiration of the Initial Term or any then-current Renewal Term (as the case may be), ezbuymall may renew the Initial Term (the “Renewal Term”) with the Influencer/Agent in writing. The Initial Term and the Renewal Term (if applicable) shall be collectively referred to as the “Term”.

3. Services

3.1 The Influencer/Agent acknowledges and agrees that it shall, during the Term, independently provide the services set forth in the Form (the “Services”) to ezbuymall in accordance with these Terms of Service and ezbuymall’s needs, and shall take into account (in its reasonable discretion, using its skills and expertise) feedback provided by ezbuymall from time to time. The Services shall include such other tasks, services, functions, activities and obligations not specified in these Terms of Service but reasonably required (in consultation with ezbuymall, in the Influencer/Agent’s reasonable discretion, using its skills and expertise); and shall be performed in a manner that: (X) is at least as accurate, complete and of the same quality, and with the same level of care, skill and diligence as provided by the Influencer and other social media personalities of similar status to the Influencer; and (Y) complies with applicable laws.

3.2 ezbuymall may from time to time place written orders with Influencers/Agencies for the provision of additional Services in a form determined by ezbuymall (an “Order”).

3.3 Each such Order shall form part of these Terms of Service and the terms of these Terms of Service shall apply to each Order. In the event of a conflict between (i) the Form and these Terms of Service (collectively, the “Master Terms”); and (ii) any Order, such conflict shall be resolved by the Master Terms taking precedence unless otherwise expressly provided in the Order.

3.4 Influencers/Agencies shall confirm receipt of each Order to ezbuymall within two (2) business days of receipt of such Order, after which the Influencer/Agency shall be deemed to have accepted the Order.

3.5 ezbuymall shall have the right to immediately modify, change or terminate an Order by giving written notice to the Influencer/Agency before the Influencer/Agency provides Services to ezbuymall under the Order.

3.6 In providing the Services, the Influencer shall, and the Agency shall cause the Influencer to:

(a) perform the activities set out in the Form and/or Order (as applicable) (including the creation and provision of Influencer Content);

(b) produce Influencer Content that is original, carefully crafted and edited and of an overall quality at least equal to the original Content published by the Influencer prior to being engaged by ezbuymall as an Influencer;

(c) produce the Influencer Content independently, but taking into account (at its reasonable discretion and using its skills and expertise) any feedback and/or requests (including Creative Briefs) provided by ezbuymall from time to time;

(d) (as applicable) participate in events hosted, promoted or supported by ezbuymall (“Company Events”), subject to receipt of an invitation from ezbuymall at least five (5) days prior to the commencement date of the Company Event. The influencer shall also respond within forty-eight (48) hours of receiving an invitation from ezbuymall;

(e) ensure that the services provided by the influencer do not involve any attempt to deceive ezbuymall or any other person and that any information provided to ezbuymall is not false, inaccurate or misleading;

(f) shall not publish, authorize or otherwise make any statement or other communication (whether through social media platforms or during live broadcasts) that defames, libels, disparages or otherwise harms ezbuymall or its affiliates or their respective products, services, officers, directors, employees or shareholders (the “Entities”);

(g) When creating and publishing Influencer Content and any other materials that reference or involve the Company Entities, ensure that they do not contain any abusive or prohibited content (including but not limited to: (i) inappropriate language, defamatory, abusive or infringing material (including content that promotes bigotry, racism, discrimination based on race, gender, religion, nationality, disability, sexual orientation or age); and (ii) content involving smuggled tobacco; counterfeit or infringement of intellectual property rights; illegal drugs, narcotics or supplements; gambling or lottery, money lending business or pornography);

(h) shall not subcontract or delegate any of its obligations under these Terms of Service to a third party without the prior written approval of ezbuymall.

3.7 ezbuymall has the right to:

(a) review and approve all Influencer Content or any other public statements or Influencer Content related to these Terms of Service before posting or publishing;

(b) request that any Influencer Content be deleted, moved, restricted or otherwise removed from public circulation (including where such Influencer Content violates any requirements of ezbuymall from time to time).

4. Fees; Invoices; Taxes

4.1 Fees.

(a) In consideration of the Services provided by the Influencer, ezbuymall shall pay to the Influencer the fees calculated in accordance with the Form and/or Order Form (as applicable) (the “Fees”).

(b) The Influencer acknowledges and agrees that: (i) ezbuymall shall not pay any other fees, royalties, payments, amounts, charges or consideration to the Influencer or any third party for the Services, other than the Fees; and (ii) the Influencer shall be solely responsible for any costs of providing materials, tools and equipment required to provide the Services (including any loss or damage to the foregoing).

(c) The Influencer acknowledges and agrees that ezbuymall’s records shall be the sole, final and conclusive evidence of the Influencer’s performance of these Terms of Service and any Fees payable and shall be binding on the Influencer for all purposes relating to these Terms of Service.

4.2 Payment.

(a) ezbuymall shall pay the Influencer undisputed Fees in accordance with the Form and/or Order (as applicable), but may refuse to pay Fees that ezbuymall disputes in good faith (or, if the disputed Fees have already been paid, ezbuymall may refuse to pay an equal amount from subsequent payments), including disputes regarding invoice errors or amounts already paid.

(b) Fees shall be paid by wire transfer to the Influencer’s bank account (as specified in the Form). For the avoidance of doubt, the Influencer shall ensure that the Influencer’s bank account information is accurate and valid in order for ezbuymall to pay the Influencer Fees. In the event of any bank-related penalties resulting from the Influencer’s inaccurate and/or invalid bank account information, such penalties shall be borne solely by the Influencer.

(c) The parties acknowledge and agree that ezbuymall shall be entitled to set off and apply any amounts payable or owed by ezbuymall and/or its Affiliates to the Influencer and/or its Affiliates (as applicable) under these Terms of Service against any amounts payable or owed by the Influencer and/or its Affiliates to ezbuymall and/or its Affiliates (as applicable) under these Terms of Service or any other transaction, agreement, contract or debit order, including but not limited to any debt amounts, outstanding claims, expenses, losses or damages.

4.3 Taxes.

(a) For the purposes of these Terms of Service, “Taxes” means any taxes, including but not limited to service tax, consumption tax, value added tax, goods and services tax, business tax and any similar local sales, withholding, indirect, personal or corporate taxes.

(b) All fees and other amounts payable under these Terms of Service are inclusive of Taxes. ezbuymall may deduct any applicable Taxes by reverse charge or similar mechanism to the extent required or permitted by applicable law. ezbuymall shall promptly remit any deducted Taxes to the relevant government authorities and provide the Influencer with written evidence of such remittance acceptable to the Influencer.

(c) Each party shall be responsible for paying its own taxes arising from these Terms of Service as required by the applicable laws of the relevant tax jurisdiction. Notwithstanding any other provision in these Terms of Service, if ezbuymall has any withholding obligation on any amounts payable under these Terms of Service, such amounts will be deemed to be inclusive of all Taxes and ezbuymall shall be entitled to deduct and withhold from such amounts any Taxes that are required to be deducted and withheld in connection with the payment of such amounts under any provisions of applicable law. To the extent amounts are withheld and deducted pursuant to this provision, such withheld amounts shall be deemed to have been paid to the authority making such deduction and withholding for all purposes of these Terms of Service and ezbuymall shall have no further obligation to pay to the Influencer an amount equal to such withheld amounts or any portion thereof. ezbuymall will promptly provide the Influencer with a receipt or other government certification upon receipt of such receipts that all Taxes have been withheld from such payments. The Parties shall cooperate and endeavor to comply with all applicable documentation and registration requirements to minimize the amount of withholding Taxes imposed, if any. Without prejudice to the generality of the foregoing, the Influencer shall, upon ezbuymall’s request, and within a reasonable time, provide ezbuymall with a valid residence certificate or equivalent document issued by the relevant authority certifying the country in which the Influencer is a tax resident, otherwise ezbuymall hasezbuymall reserves the right to deduct and withhold from any payment the full amount of any taxes it deems necessary to deduct and withhold.

5. Intellectual Property

5.1 Rights in Influencer Content. The Influencer acknowledges and agrees that the Influencer Content is created by the Influencer as a work made for hire under applicable law, and that any and all rights, title and interest (including all intellectual property rights) in and to the Influencer Content are owned exclusively by ezbuymall. To the extent any right, title or interest in the Influencer Content does not vest in ezbuymall as a work made for hire, the Influencer hereby unconditionally and irrevocably assigns all such rights, title and interest worldwide in perpetuity to ezbuymall. The Influencer shall, at any time upon ezbuymall’s request, execute any document in a form acceptable to ezbuymall to fully exercise ezbuymall’s foregoing ownership rights in the Influencer Content. If at any time the Influencer fails or is unable to execute any such document within fourteen (14) days of ezbuymall’s request, the Influencer hereby irrevocably appoints and designates ezbuymall or its duly authorized officers and agents as the Influencer’s agent and attorney-in-fact to execute and submit any and all such documents on the Influencer’s behalf and to take all other legally permissible actions with the same legal effect as if the Influencer had executed or performed such actions. ezbuymall shall have the exclusive right in perpetuity and worldwide to use, reproduce, modify, adapt, prepare derivative works from, publish, distribute, publicly display, communicate to the public, publicly perform, stream, broadcast and otherwise exploit the Influencer Content in its sole discretion without payment of any royalties, accounting or other amounts to the Influencer or any third party. To the extent permitted by applicable law, the Influencer hereby waives, on behalf of itself and its employees, contractors and agents, all moral and economic rights (or equivalent rights) with respect to the Influencer Content arising under the laws of any jurisdiction. To the extent such rights cannot be waived under applicable law, the Influencer agrees not to assert such rights against ezbuymall.

5.2 Influencer Personal Rights. The Influencer hereby grants ezbuymall a non-exclusive, worldwide, irrevocable, transferable, sublicensable, royalty-free right to use the Personal Rights for the promotion and marketing of the Services provided by ezbuymall and its affiliates from time to time for the maximum period permitted by applicable law.

5.3 ezbuymall IP.

(a) Influencer acknowledges and agrees that: (i) ezbuymall owns all right, title and interest, including all Intellectual Property Rights, in all materials and content (including any customizations, enhancements, modifications or derivative works) and the ezbuymall name, logos and trademarks (collectively, the “ezbuymall IP”) provided by ezbuymall to the Influencer for the purposes of these Terms of Service; (ii) it shall not at any time acquire any right, title or interest in the ezbuymall IP or any part thereof; and (iii) it shall not at any time seek to register, assert or acquire any right, title or interest in the ezbuymall IP or any part thereof.

(b) ezbuymall hereby grants to the Influencer a non-exclusive, revocable, non-transferable, non-sublicensable, royalty-free license to use the ezbuymall IP during the Term solely to the extent necessary for the Influencer to perform its obligations under these Terms of Service (including the provision of the Services), subject to the Influencer’s liability to ezbuymall. All use of logos, trademarks and other branding devices requires the prior written consent of ezbuymall, unless such use is in accordance with the terms of these Terms of Service or as directed by ezbuymall.

6. Service Recipients

6.1 The Influencer/Agency shall provide services to ezbuymall and its Affiliates and, in these Terms of Service, references to ezbuymall will include ezbuymall’s Affiliates (so long as they are receiving services) unless the context otherwise requires.

7. Termination

7.1 Either party may terminate these Terms of Service at any time, without prejudice to its other rights and obligations under these Terms of Service, upon written notice of termination to the other party, with immediate effect, if:

(a) the other party materially breaches any of its obligations, representations or warranties under these Terms of Service and such breach is not cured within fourteen (14) days of receipt of written notice from the terminating party;

(b) the other party commits a series of breaches which: (i) may not in themselves constitute a material breach; (ii) has notified the other party; (iii) has not remedied the breach within fourteen (14) days of receipt of such notice, if such uncorrected breaches in the aggregate constitute a material breach;

(c) the other party suffers an event of bankruptcy; or

7.2 ezbuymall may terminate these Terms of Service or any Order (as applicable) at any time without cause by providing seven (7) days’ prior written notice to the Influencer/Agency.

7.3 Termination or expiration of these Terms of Service shall not affect the rights and liabilities of the parties that may have accrued prior to such expiration or termination, unless such rights are waived in writing by the party entitled thereto.

7.4 Upon termination by ezbuymall pursuant to clause 7.1 or clause 7.2, unless otherwise agreed in writing by the parties, the Influencer/Agency shall promptly refund to ezbuymall any fees paid by ezbuymall under these Terms of Service, provided that the Influencer/Agency is in material breach of these Terms of Service and that the Influencer/Agency has not provided services to ezbuymall’s full satisfaction on the date of termination.

7.5 The expiration or termination of these Terms of Service will not affect the effectiveness or continued effectiveness of any provision of these Terms of Service that expressly or impliedly will take effect or continue in effect upon or after expiration or termination (including but not limited to Sections 5, 7, 9, 10, 11, 12 and 13).